Are clowns the ultimate nightmare?
by DarkMousyRulezAll
Summary: AU of the episode Last Laugh in Season One original series. Slight BenxOC pairing. In-progress! Read and review pleases! rated K for some Fantasy alien violence and some scary description in later chapters! ON TEMPORARY HIATUS
1. Chapter 1

**Chapter One- Intro to main story**

**hey guys its been a while! I'm soorry i haven't had a whole lot of story activity going on, but..its not my fault DONT KILLZ MEE! I've been majorly busy preparing for finals, taking finals, going on vacation, and now just getting back from vacation and worrying about my impending braces job T^T**

**I've had this idea for a while now and I had structured the entire plot sooo now I'm finally actually writing it! Oh yeah, btw, this fanfic takes place during the episode Last Laugh. IF you haven't seen this episode, go watch it. NAO!  
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**Since I have basically the whole night tonight to continue working on this, I think I will at least get another chapter done, hopefully two! So sit back in that computer desk chair or bed or wherever you're reading this and enjoy!**

**No I do not own Ben 10! ...but i do own my OC! YUSSH!  
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><p><strong><em>The young Ben Tennyson sighed in depression as he was voted against not going to the circus: the place where he most hated, besides school, because of his worst fear. Outside of the main show tent, the chairman introduced the large crowd of people to the freaks hosted by the travelling circus: Thumbskull, a bulky blue-skinned man with incredible strength, Frightwig, a woman who can use her hair as separate limbs of her body, and AcidBreath, a scrawny, unpleasant blue-skinned man whose breath and spit is acidic enough to melt through strong metals. Sneaking away, Ben discovered the tent of the clown Zombozo, who was rehearsing to himself. The sight of the clown frightened Ben and he turn-tailed to run, but bumping into his cousin Gwen.<em>**

Deeply frightened and gasping for breath, Ben gasped, "Don't do that!" Gwen glanced at him with a mocking and also confused tone.

"What is your malfunction?"

"Whaddya mean?"

"Ever since we decided to go to the circus, you've been acting _weirder than normal_! What are you scared of?" Gwen crossed her arms. Ben huffed and glared at her.

"I'm not_ scared_ of _anything_!" he replied. Grandpa Max came around the corner.

"Come on guys, the show's about to start!" he said excitedly. Gwen mockingly held her hands outward towards the circus tent.

"After you!" Ben only lengthened his glare and scowled as he reluctantly advanced forwards.

Inside the circus tent, it was completely dark, until a spotlight illuminated the chairman, his arms wide.

"Ladies and gentleman, children of all ages," he started to announce. "The circus of laughter is proud to present, The Sultan of Smiles, The Crown Prince of Chuckles, the rib-tickler himself, the star of our circus: ZOMBOZO THE CLOWN!" A small pink mini-car zoomed onto the ring and started honking. Its door opened, and a large foot stepped out, followed by an equally large leg and finally the entire equally large clown. The audience began to laugh with hysteria, but Ben on the other hand, acquired a shocked look of disdain on his face like when you see something of dislike. Zombozo was dressed in an odd looking tuxedo, with blue pants, a button-down shirt, and a black jacket with a large hat that had some kind of weird orb on it. The sleeves on his arms had the orbs on them as well. The audience continued laughing as the clown put on a matador act with the clown car, making it dissolve into confetti when it passed through the red cloth.

"If you love clowns, then this is the place to be!" he cackled as he stepped in front of a huge machine. "You're gonna _die laughing!_" the machine behind him had similar but larger orbs on them that began to glow. "That's a Zombozo guarantee!" Ben stood up suddenly and began to exit the stands.

"I gotta go-" he was paused by Max and Gwen's look of surprise. "-get some popcorn!" Without any other further delay, he continued towards the exit.

"Is Ben alright?" Grandpa Max asked Gwen.

"You're asking me? I stopped trying to figure him out a long time ago." Zombozo began to crack another "joke."

"I was never very good at math, but I believe I have your un-_divided_ attention!" Hysterical laughter ensued. "Now how about some volunteers? Ah so full of life! For now!"

Ben gasped for breath as he ran out of the circus tent.

"_There is nothing funny about clowns!_"

"At least someone else has got _that_ right!" Ben turned around. Sitting lazily on the stairs outside the tent was a girl around Ben's age, absentmindedly twirling a piece of cotton candy in her fingers. She looked up at Ben and casually waved her hand. "Hey, how's your summer going?" With nothing else better to do, but still cautious of the mystery girl, Ben sat down next to her.

"Eh it's okay. Not any better by coming to this dumb circus!"

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><p><strong>Since the first part of this chapter was basically what happened in the episode, I used the episode for reference, since i taped it on DVR YUSH! <strong>

**Just so you know, from here on out, this is an AU fic cuz my OC is going to change some of the events a tad bit **sarcasm** All right maybe she'll change it a lot, like why Ben went after Zombozo, and how he defeated the circus freaks both the first and second time, yadda yadda :D**

**soooooo now is the time where all of you little and not-so-little readers click the LITTLE button beneath my rambling that says "REVIEW" that has a little speach bubble on it.**

**GO ON. CLICK IT. AND REVIEW.**

**REVIEW NAO PLEAZES!  
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	2. Chapter 2

**Hey, sorry for the long wait! i thought i would have this chapter done LAST WEEK! ^^ heheh... but i have been currently reading an awesome fic called Checkmate by pearl84 (its a DP fanfic) AND I AM ADDICTED! sooo it was difficult for me to focus on Ben 10 ^^ I kept watching The Last Laugh to help me with some parts of where the freaks were, their lines, Ben's lines, yadda yadda. hopefully I will finish Chapter Three now and post it...**

**_DISCLAIMER:::_ I do not own Ben 10, nor do I own any of its characters. *if only* The one character I own in this fic is Electra. **

**P.S. for those of you who don't know, Wildmutt is an alien known as a Vulpamancer, and it is a young Vulpamancer since Ben is only 10 years old. Older Vulpamancers (as seen in episode 14 Truth) are a lot bigger and uglier ^^ Now that that's cleared up, ENJOY!  
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**Chapter Two-Secrets revealed**

Ben and the girl were talking for a couple of minutes.

"So, what's your name anyway?"

"Electra. What about you?"

"Ben. So why are you out here all by yourself?"

"Same as you. Don't like the circus."

All of a sudden, the two heard a large crash. They looked up and saw the jewelry store window in shatters with three large figures standing around it. Electra moved behind a nearby car and motioned for Ben to follow. Ben poked his head up from the back to get a better look, and discovered the identity of the figures to be the very circus freaks the town went hysterical over.

"Whoa! The freaks are felons!" Ben whispered to Electra. The two watched in silence as Thumbskull reached into the jewelry store and gathered up all of the items inside. AcidBreath breathed on top of a nearby car, causing it to melt away, and took out the electric box from it. Frightwig went over to the ATM machine and used her hair to rip it out of the wall, money flying everywhere.

"It's _payday!_ Hahahahaha!" she cackled. Ben turned back around.

"Time to play fetch!" he muttered as he clicked the Omnitrix to life and began turning it. Electra had pulled out a lightning-shaped pendant during the thievery and tied it around her neck.

"What was that Ben?" she asked, overhearing.

"I'll explain later!" He slammed down on the Omnitrix and green light surged through the area. Seconds later, Wildmutt was crouched upon the very car he and Electra were hiding behind. Thumbskull backed away nervously after spotting the young Vulpamancer.

"Good doggie, down boy!"

Wildmutt growled and clicked in his alien language, then leaped on top of the Freak, causing him to drop his stolen possessions. Meanwhile, Electra had stayed hidden behind the car, slightly shocked at Ben's display of events, but relieved that the surge of green light had hidden the identity of her own little secret.

"I believe the phrase here is, "_I'll explain later!_"" Electra chuckled as glowing gauntlets swayed at her hips, surging with electricity. "I'm not going to let you have all of the fun!" Electra ran out as Wildmutt began to drag Frightwig away by her hair. She pounded her fists together, creating a large current and hit the road. The road pavement split apart as lightning raced towards the circus freaks. Wildmutt leaped over it and landed on the Freaks' pink clown car. He tore open the top of the car, its contents spilling out.

"NO MUTT STEALS MY LOOT!" AcidBreath yelled. As he advanced towards Wildmutt, Electra shocked him from behind.

"Deal with it, _BUTT-UGLY **FREAK**_!" she taunted. AcidBreath got up and rubbed the singed spot on the back of his head.

"Don't just stand there like a sore thumb, get the boss!" he yelled at Thumbskull. The freak nervously nodded and stumbled towards the big top. Wildmutt slid-kicked Frightwig and AcidBreath, knocking them onto the ground.

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><p>The crowd still continued to laugh hysterically.<p>

"You know, laughter is the best medicine. For me!" Thumbskull came up behind Zombozo.

"Boss? ex-cuse me boss?" Zombozo turned around, clearly irritated by the freak's prescence.

"HOW MANY TIMES HAVE I _TOLD_ YOU **NOT** TO INTERRUPT WHILE I'M FEEDING?"

"We ran into a bit of trouble!"

The clown's expression darkened in irritation and anger.

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><p><strong>Ahh how I love fight scenes...but I'm terrible at writing them!<strong>

**ISN'T ELECTRA'S POWER AWESOME! SHE CAN MAKE LIGHTNING WITH HER GAUNTLETS! EPIC WIN RIGHT THERE!**

**..okay I'm done ^^ I have a lineart of Electra on deviantart if anyone wants to see what she generally looks like. I have to color her but I will do it asap!**

**the link for my dA profile is in my fanfiction profile.. so just click that link  
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** then just look at my recent pictures (which are actually about from a month ago ^^;) then look for Ben 10 OC Electra lineart**

**soooooooooo now is the time where you clicky the button beneath this that says REVIEW THIS CHAPTER**

**please? I'll give you a cookie! A YUMMY DELICIOUS HOME-BAKED VIRTUAL COOKIE!**

**now, you know you wanna review! Any flames will be used to bake the yummy virtual cookies. any big flames (which I doubt there will be but..) will be used to up the power of Heatblast's fire.**

**REVIEW FOR A COOKIE PLZ! **

**_NAO!_**


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